Abstract

Over the last 10 - 15 years significant changes took place in principal systems of corporate governance i.e. in the Anglo-Saxon and German systems. These changes were of similar or the same character. This was an effect of economic crises, mainly crises of 1997 – 1998 and 2007 – 2009. The crises have influenced the changes either directly through amendments in the so-called hard law of national systems of supervision or indirectly through recommendations on corporate governance issued by international institutions and organizations. The OECD and the European Commission played the most important part in this respect. These organizations had a big impact on the formation and shape of the so-called codes of good practice, whose principles are generally implemented by companies, mainly listed companies. The principles happen to be of the so-called soft law character and after some encouraging experience with their use take on the form of legislation.

Highlights

  • Starting from the 1970s, major changes took place in the existing systems of corporate governance

  • The biggest change took place over the last 10–15 years. It was that more attention was paid to the functioning of corporate governance

  • The appropriate corporate governance allows better use of companies’ capital and increases the confidence of domestic and foreign i n v e s t o r s

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Summary

Introduction

Starting from the 1970s, major changes took place in the existing systems of corporate governance. The majority of members of the board are executive directors (60%) Both in the U.S and UK consecutive editions of codes of good practice led to the development of the nomination, remuneration and many others committees. The composition of the committee (minimum 3 people) should include at least one independent member, with adequate expertise in finance and accounting This is yet another example in corporate governance of the soft law being replaced with legal regulations. It should be noted, that the legal obligation to appoint the committees was a result of the Accounting Act and not because of changes in the Code of Commercial Companies (as was the case in Germany). The code repeats recommendations to use the Recommendations of European Commission of February 15, 2005 (Dobre praktyki... 2010)

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